Ceva Logistics AG reached agreement to acquire Wincanton plc (LSE:WIN) from Unicorn Asset Management Ltd., Schroder Investment Management Limited, Polar Capital LLP, LSV Asset Management and others for approximately £570 million on January 19, 2024. Under the terms of the Acquisition, each Wincanton Shareholder at the Scheme Record Time will be entitled to receive for each Wincanton Share held £4.5 in cash. The Acquisition values the entire issued and to be issued share capital of Wincanton at approximately £566.9 million on a fully diluted basis and values Wincanton at approximately £764.9 million on an enterprise value basis. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Bidco's offer at the Acquisition Price of £4.50 per share followed the Wincanton Board having received and rejected several unsolicited proposals from CMA CGM over a period of a few weeks, given such proposals were not at a level the Wincanton Board felt adequately reflected the valuation of Wincanton and its future prospects. The Cash Consideration will be financed in cash by Bidco from existing cash reserves of CMA CGM. The Wincanton Board believes that the Acquisition Price is at a level that it can unanimously recommend to Wincanton Shareholders. As of February 26, 2024, as per the revised offer, each Wincanton Shareholder at the Scheme Record Time will be entitled to receive for each Wincanton Share held £4.8 in cash. The Increased and Final Offer Price values the entire issued and to be issued share capital of Wincanton at approximately £604.7 million on a fully diluted basis and values Wincanton at approximately £802.7 million on an enterprise value basis.

The Acquisition is conditional, amongst other things, on the following matters (set out in full in Appendix I along with certain other terms), the approval of the Scheme by a majority in number of the Wincanton Shareholders who are present and vote at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted; the receipt of approval from the Irish Competition and Consumer Protection Commission, without the authority having opened a phase 2 investigation; confirmation of no objection to the change of control of Risk Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law, clearance in the United Kingdom under the NSI Act; the sanction of the Scheme by the Court; and the Scheme becoming Effective by no later than the Long Stop Date. The Wincanton Directors intend to recommend unanimously that Wincanton Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting, the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Wincanton Group taken as a whole) arising as a result of or in connection with the Acquisition. The transaction is expected to close on January 19, 2025. Bidco announced that it was advised by Schroders on January 23, 2024 that Schroders had disposed of 316,221 Wincanton Shares. Bidco hereby announces that it was advised by Schroders on February 2, 2024 that Schroders has since disposed of a further 230,000 Wincanton. Shares. Schroders Investment now holds 4% in Wincanton. On February 7, 2024, Bidco hereby announces that it was advised by Threadneedle that Threadneedle has since disposed of a further 251,771 Wincanton Shares. On January 30, 2024, Threadneedle had disposed of 25,585 Wincanton Shares. As of February 15, 2024, Schroders had disposed of a further 0.1 million Wincanton Shares. The Competition and Markets Authority has responded to a briefing paper in writing confirming that it requires no further information in relation to the Acquisition and (the Irish merger control authority, the CCPC, has confirmed in writing that it has approved the Acquisition. As of February 19, 2024, Schroders on February 16, 2024, disposed of a further 0.4 million Wincanton Shares and now it ownership has reduced to 2.36%. As of February 20, 2024, Schroder ownership is now 1.73% in the Wincanton plc. As of February 22, 2024, Threadneedle disposed of further 180,127 Wincanton Shares. As of February 27, 2024, GFSC has approved the transaction. As of February 29, 2024, GXO Logistics, Inc. made an offer to acquire Wincanton plc (LSE:WIN) for £6.05 per share and increased final offer price per Wincanton share of £4.8 from CEVA Logistics UK Rose Limited.

Anthony Parsons, Adam Miller, Christopher Fincken and Charles-Antoine de Chatillon of HSBC Bank plc and Mark Lander, George Price and Stuart Ord of Numis Securities Limited is providing independent financial advice to the Wincanton Directors. Adrian Doyle, Stuart Wright and Louis Petracco of Morgan Stanley & Co. International plc acted as financial advisor to CMA CGM. Daniel Hurstel, Gavin Gordon and Gabriel Flandin, and included partners Rahul Saha and Faustine Viala of Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to Bidco, CEVA and CMA CGM. Roddy Martin, Mark Bardell, Samantha Brown,Paul Ellerman and Nick Wright of Herbert Smith Freehills LLP is acting as legal adviser to Wincanton. Equiniti Limited acted as registrar to Wincanton. HSBC Bank plc acted as a fairness opinion provider to Wincanton. UBS AG, London Branch acted as financial advisor to Wincanton.

Ceva Logistics AG cancelled the acquisition of Wincanton plc (LSE:WIN) from Unicorn Asset Management Ltd., Schroder Investment Management Limited, Polar Capital LLP, LSV Asset Management and others on March 5, 2024.